2008 Bond Documents: Regarding Special Tax Revenue Refunding Bonds

2008 Closing Documents Index

A. BACKGROUND DOCUMENTS

1. Amended and Restated Indenture of Trust
2. First Supplement to the Amended and Restated Indenture of Trust
3. Third Supplement to the Amended and Restated Indenture of Trust
4. Fourth Supplement to the Amended and Restated Indenture of Trust
5. DTC Blanket Letter of Representation

B. BASIC BOND DOCUMENTS

1. Fifth Supplement to the Amended and Restated Indenture of Trust
   • Exhibit A-1: Form of 2008A Bond
   • Exhibit A-2: Form of 2008B Bond
   • Exhibit B: Interest Rate Swap Transaction Documents
2. Bond Purchase Contract
   • Exhibit A: Letter of Representations
   • Exhibit B: Supplemental Legal Opinion of Bond Counsel
   • Exhibit C: Opinion of Counsel to Authority
   • Exhibit D: Opinion of City Solicitor
   • Exhibit E: Opinion of Special Counsel to the City
3. Remarketing Agreement
4. Standby Bond Purchase Agreement
   • Exhibit A:Notice of Bank Purchase (Liquidity Purchase)
   • Exhibit B: Notice of Bank Purchase (Mandatory Purchase)
   • Exhibit C: Request for Extension
   • Exhibit D: Notice of Extension
   • Exhibit E: Notice of Termination
   • Exhibit F: Custody Agreement (Form)
   • Exhibit G: Notice of Increase of Available Commitment
5. Custody Agreement
6. Preliminary Official Statement
7. Official Statement
   • Appendix A: Audited Financials for the Authority (year ending 6.30.07)
   • Appendix B: Certain Information Concerning the City of Philadelphia
   • Appendix C: Definitions of Certain Terms and Summary of Certain Provisions of Indenture
   • Appendix D: Proposed Form of Opinion of Bond Counsel
   • Appendix E: Specimen Copy of Bond Insurance Policy
   • Appendix F: Certain Information Concerning the Bank
8. Tax Compliance Certificate
   • Exhibit A: Sources and Uses
   • Exhibit B: Certificate of Underwriter
   • Exhibit C: Certificate of Bond Insurer
   • Exhibit D: Certificate of Swap Adviser
   • Exhibit E: Arbitrage Rebate
   • Exhibit F-1: Certificate Identifying Hedge (2008A Bonds)
   • Exhibit F-2: Certificate Identifying Hedge (2008B Bonds)
9. IRS Form 8038-G
10. Closing Receipt
    • Schedule I: Total Amount Due from Representative
    • Schedule II: Financing Fees and Expenses
11. UCC Financing Statement
12. Specimen Bonds
    • 2008A Bond
    • 2008B Bond
    • Global Bond - 2008A Bond
    • Global Bond - 2008B Bond

C. DOCUMENTS PROVIDED BY THE AUTHORITY

1. Disbursement Letter Agreement with State Treasurer
2. Proof of Publication
3. Letters of appointing authorities concerning appointment of Authority Board
4. Certificate of Secretary of Authority relating to By-Laws, Resolutions and forms of Bonds
   • Exhibit A: Authority Bylaws
   • Exhibit B: Bond Resolution
   • Exhibit C: Resolution Approving Intergovernmental Cooperation Agreement
   • Exhibit D: Resolution Approving Plan
   • Exhibit E: Form of Bonds
   • Exhibit F: Certificate of Bond Pricing Committee
5. Certificate of Authority pursuant to the Bond Purchase Contract
6. Consent of FGIC to Amendments in 5th Supplement
7. Letter of Authority to City regarding Amended and Restated Indenture of Trust with Consent by City
8. Certificate of JPMorgan Chase Bank (the Liquidity Provider)
9. Certificate of Assistance Corporate Secretary of JPMorgan Chase Bank to authority officer to execute documents on behalf of JPMorgan Chase Bank
10. Consent of Accountants, Deloitte and Touche, as to inclusion of Audit Report in OS and POS

D. DOCUMENTS PROVIDED BY THE CITY

1. Certificate as to Incumbency and Signatures of City officials
2. Certificate of Director of Finance
3. Certificate of Director of Finance certifying the most recent Financial Plan of the City
   • Five-Year Plan of City for Fiscal Years 2007 through 2012
4.  Certificate of Chief Clerk as to effectiveness of ordinances and Resolutions
   • Exhibit A: Bill No. 1437 (Tax Ordinance)
   • Exhibit B: Bill No. 1563-A (Cooperation Ordinance)
5. Copy of Tax Collection Agency Agreement, certified by the Revenue Commissioner of the City and the City Solicitor

E: DOCUMENTS PROVIDED BY REPRESENTATIVE OF UNDERWRITERS

1. Letter of Representations of City
2. Blue Sky Memorandum
3. Rating Letters

F. DOCUMENTS DELIVERED BY TRUSTEE

1. General Certificate of Trustee with respect to the Indenture
2. Redemption Notice regarding 2003 Bonds

G. DOCUMENTS DELIVERED BY BOND INSURER

1. Bond Insurance Policy
2. Tax Certificate of Bond Insurer

H. OPINIONS OF COUNSEL

1. General Counsel to the Authority
2. City Solicitor
3. Special Counsel to the City
4. Counsel to the Trustee
5. Co-Counsel to the Underwriters
6. Opinion of Counsel to Liquidity Provider
7. Counsel for Bond Insurer
8. Approving Opinion of Bond Counsel including Reliance letter addressed to the Underwriters
9. Supplemental Opinion of Bond Counsel